exv10w3






Exhibit 10.3




FIRST AMENDMENT TO CREDIT AGREEMENT




Parties:




	 	 	 	 	 	 	 
	 

	 	“CoBank”:
	 	CoBank, ACB
	 	 
	 

	 	 	 	5500 South Quebec Street	 	 
	 

	 	 	 	Greenwood Village, Colorado 80111	 	 
	 
	 	 	 	 	 	 
	 

	 	“Borrower”:
	 	CHS Inc.	 	 
	 

	 	 	 	5500 Cenex Drive	 	 
	 

	 	 	 	Inver Grove Heights, Minnesota 55077	 	 
	 
	 	 	 	 	 	 
	 

	 	“Syndication Parties”:
	 	The entities name below on the signature pages	 	 
	 
	 	 	 	 	 	 
	Execution Date:	 	May 1, 2008	 	 






Recitals:




     A. CoBank, in its capacity as Administrative Agent (“Administrative Agent”) and as a
Syndication Party, the Syndication Parties signatory thereto (collectively with any Persons who
have become or who become Syndication Parties, “Syndication Parties”), and Borrower have entered
into that certain Credit Agreement (10 Year Term Loan) dated as of December 12, 2007 (as amended,
and as further amended, modified, or supplemented from time to time, the “Credit Agreement”),
pursuant to which the Syndication Parties have extended certain credit facilities to Borrower under
the terms and conditions set forth in the Credit Agreement.



     B. Borrower has requested that the Agent and the Syndication Parties amend certain terms of
the Credit Agreement, which the Agent and the Syndication Parties are willing to do under the terms
and conditions as set forth in this First Amendment to Credit Agreement (“First Amendment”).



Agreement:




     Now, therefore, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby agree as follows:



 









 





     1. Amendments to Credit Agreement. The Credit Agreement is amended as of the Effective Date
as follows:




     1.1 Section 7.18 is amended in its entirety to read as follows:




                    7.18
Trademarks, Trade Names, etc. Borrower owns or licenses all patents,
trademarks, trade names, service marks and copyrights (collectively, “Intellectual
Property”) that it utilizes in its business as presently being conducted and as anticipated
to be conducted, except where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect on Borrower. The Intellectual Property is in full force
and effect, and Borrower has taken or caused to be taken all action, necessary to maintain
the Intellectual Property in full force and effect and has not taken or failed to take or
cause to be taken any action which, with the giving of notice, or the expiration of time, or
both, could result in any such Intellectual Property being revoked, invalidated, modified,
or limited.



     2. Conditions to Effectiveness of this First Amendment. The effectiveness of this First
Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the
following conditions precedent (the date on which all such conditions precedent are so satisfied
(except those that may be satisfied at a later date) shall be the “Effective Date”):



     2.1 Delivery of Executed Loan Documents. Borrower and the Required Lenders shall have
delivered to the Administrative Agent, for the benefit of, and for delivery to, the Administrative
Agent and the Syndication Parties, this First Amendment (or their approval thereof, in the case of
Voting Participants), duly executed.



     2.2 Representations and Warranties. The representations and warranties of Borrower in the
Credit Agreement shall be true and correct in all material respects on and as of tile Effective
Date as though made on and as of such date.



     2.3 No Event of Default. No Event of Default shall have occurred and be continuing under the
Credit Agreement as of the Effective Date of this First Amendment.



     2.4 Payment of Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds all fees and expenses presently due under the
Credit Agreement (as amended by this First Amendment).



     3. General Provisions.



     3.1 No Other Modifications. The Credit Agreement, as expressly modified herein, shall continue
in full force and effect and be binding upon the parties thereto.



     3.2 Successors and Assigns. This First Amendment shall be binding upon and inure to the
benefit of Borrower, Agent, and the Syndication Parties, and their respective successors



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and assigns, except that Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of all the Syndication Parties.




     3.3 Definitions. Capitalized terms used, but not defined, in this First Amendment shall have
the meaning set forth in the Credit Agreement.



     3.4 Severability. Should any provision of this First Amendment be deemed unlawful or
unenforceable, said provision shall be deemed several and apart from all other provisions of this
First Amendment and all remaining provision of this First Amendment shall be fully enforceable.



     3.5 Governing Law. To the extent not governed by federal law, this First Amendment and the
rights and obligations of the parties hereto shall be governed by, interpreted and enforced in
accordance with the laws of the State of Colorado.



     3.6 Headings. The captions or headings in this First Amendment are for convenience only and in
no way define, limit or describe the scope or intent of any provision of this First Amendment.



     3.7 Counterparts. This First Amendment may be executed by the parties hereto in separate
counterparts, each of which, when so executed and delivered, shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all of the
parties hereto. Copies of documents or signature pages bearing original signatures, and executed
documents or signature pages delivered by a party by telefax, facsimile, or e-mail transmission of
an Adobe® file format document (also known as a PDF file) shall, in each such instance, be deemed
to be, and shall constitute and be treated as, an original signed document or counterpart, as
applicable. Any party delivering an executed counterpart of this First Amendment by telefax,
facsimile, or e-mail transmission of an Adobe® file format document also shall deliver an original
executed counterpart of this First Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this First
Amendment.



     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of
the Effective Date.



[Signature Pages Follow]



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	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	CHS INC., a cooperative corporation formed under the
laws of the State of Minnesota	 	 
	 
	 	 	 	 	 	 
	 
	 	By: 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Name: John Schmitz	 	 
	 	 	Title: Executive Vice President Finance and	 	 
	 	 	Administration, and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	COBANK, ACB	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Name: Michael Tousignant	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SYNDICATION PARTIES:	 	 
	 
	 	 	 	 	 	 
	 	 	CoBank, ACB	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Name: Michael Tousignant	 	 
	 	 	Title: Vice President	 	 






[Signature Page to First Amendment to Credit Agreement (10 Year)]





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